HomeMy WebLinkAboutSeminole County Cross Seminole Trail Use Agreement - 2019 01 08..... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ...
THIS TRAIL USE AGREEMENT ("Agreement"') is rnade between SEMINOLE
COUNTY, a charter county and political subdivision of the State of Florida, whose mailing
address is 1101 East Ist Street, Sanford, Florida 32771, in this Agreement referred to as
"COUNTY" and the CITY OF WINTER SPRINGS, a Florida municipal corporation, whose
rushing address is 1126 East State Road 434, Winter Springs, Florida 32708, in this Agreement
referred to as -CITY-
WITNESSETH:
WHEREAS. Section 163.01, Florida Statutes (2018), authorizes local governmental units
to make the most efficient use of their powers by enabling them to cooperate with other localities
on a basis of mutual advantage and thereby to provide services and facilities in a manner (and
pursuant to forms of governmental organization) that will accord best with geographic, econornic,
population, and other factors influencing the needs and development of local communities, and
WHEREAS, CITY is the owner of an unimproved, unnamed right-of-way in Seminole
County, Florida, which runs from the boundary of State Road 419 to the boundary of Old Sanford -
Oviedo Road and is more particularly described and depicted in Exhibit -A," which is hereby fully
incorporated in this Agreement by this reference (the '"Trail Segment"), and
WHEREAS, COUNTY is proposing to construct, own, operate, and maintain a new
extension of the Cross Seminole Trail upon the Trail Segment for use by the general public., and
CITY desires to support this project by authorizing County to use the Trail Segment for such
Cross Seminole Trail Use Agreement between
Seminole County City of winter Springs
Pace 1 of 12
WHEREAS, the State of Florida has requested that CITY enter into a trail use agreement
with COUNTY for purposes of allowing COUNTY to construct, own, operate, and maintain this
portion of the Cross Seminole Trail that will be placed upon the Trail Segment; and
WHEREAS, in exchange for CITY entering into this Agreement for purposes of
supporting COUNTY's Cross Seminole Trail project upon the Trail Segment, COUNTY is also
committed to perform, at its own expense, ongoing maintenance of the Cross Seminole Trail in
accordance with the terms and conditions of this Agreement,
NOW THEREFORE, for and in consideration of the mutual promises and other good and
valuable consideration exchanged between them, COUNTY and CITY hereby agree to the
Section I. Recitals. The foregoing recitals are true and correct and form a material
part of this Agreement upon which the parties have relied.
Section 2. CITY's Responsibilities.
(a) CITY hereby grants to COUNTY, and to COUNTY's Successors and assigns, a non-
exclusive easement and perpetual right to use the Trail Segment for purposes of constructing,
repairing. inspecting, managing, and maintaining the Cross Seminole Trail and related facilities on
the Cross Seminole Trad.
(b) The rights and privileges granted to COUNTY under this Agreement include such
rights and privileges reasonably necessary for the safe use and maintenance of Cross Seminole
Trail, including, but not limited to, the right to install pavement, curbs, trail markers and signage.,
railings, waste baskets, benches, drainage improvements, sod, groundcover, mulch, gravel, and
other landscaping and recreational trail improvements, arid to trim, cut, and keep clear trees, limbs,
and undergrowth within the Trail Segment (the "Trail Improvements").
Cross Seminole Trail Use Agreement between
Seminole County / City of Winter Springs
Page 2 of 12
(c) CITY assumes the sole duty, responsibility, and obligation of adequately managing,
maintaining, inspecting, and repairing CITY's utilities within the Trail Segment. CITY is also
responsible for repairing and replacing the Trail Improvements in the event Of utility failure,
including the buried 66 -inch drainage pipe located within the Trail Segment.
(d) In the event the 66 -inch pipe for drainage collapses during or after construction of
COUNTY's trail, CITY shall repair or replace such collapsed pipe and any other damage caused
by Such collapsed pipe, or alternatively reimburse COUNTY for the cost of such repair or
Section 3. COUNTY's Responsibilities.
(a) COUNTY shall use the 'frail Segment solely for outdoor recreational purposes, and
the Trail Improvements will be for benefit of and use by the general public.
(b) COUNTY shall bear all costs and expenses associated with or arising out of the
construction, repair, inspection, management, and maintenance of the Trail Improvements upon the
(c) COUNTY shall keep CITY fully apprised of the construction and repair of the Trail
Improvements within the Trail Segment including, but not limited to. providing CITY advanced
notice ole any planned construction or repairs, courtesy copies of plans and specifications for these
improvements, and a time schedule for any planned construction or repairs. Construction and
repairs of the 'Frail Improvements within the Trail Segment must not interfere with or obstruct any
CITY utilities existing within the Trail Segment. COUNTY shall comply with the Underground
Facility Damage Prevention and Safety Act, Chapter 556., Florida Statutes (2M), as this statute
may be amended from time to time. to the extent applicable to locate underground utilities prior to
conducting any excavation or demolition within the Trail Segment.
Cross Seminole Trail Use Agreement between
Seminole County / City of Winter Springs
Page 3 of 12
(d) The rights granted to COUNTY under this Agreement are expressly subject to
CITY's ri-ht, at its sole expense, to continue to utilize the Trail Segment for utility purposes
including % but not limited to., water, sewer, and storinwater utilities, COUNTY has no
responsibilities for the maintenance of these utilities except to the extent necessary to repair damage
to the utilities caused by COUNTY or its employees, agents, and contractors. CITY has the right
to temporarily prohibit public access and use of the Trail Improvements on the Trail Segment from
tirric to time as deemed necessary by CITY to construct, repair. inspect, and maintain CITY owned
utilities located within the Trail Segment,
(e) COUNTY shall use the Trail Segment at its sole risk and expense, and COUNTY
will be responsible for the COUNTY'S employees, contractors, or agents accessing the Trail
Segment and constructing, repairing, inspecting, managing, and maintaining the Trail
Improvements on the Trail Segment Linder this Agreement,
(f) COUNTY hereby assumes the sole duty, responsibility. and obligation of
adequately managing, maintaining, inspecting, and repairing the Trail Improvements that are
constructed within the Trail Segment, and provide proper supervision of the general public's use
of such Trail Improvements and the Trail Segment. COUNTY shall maintain the Trail
Improvements within the Trail Segment in a condition compatible with the design and maintenance
standards established by COUNTY for the Cross Seminole Trail System, COUNTY shall take all
reasonable steps to ensure that the rights granted by this Agreement are exercised in a manner
consistent with the provisions of this Agreement.
(g) CITY will have no liability or obligations regarding COUNTY's Trail
Improvements, including any and all actions, claims. damages, and loss, including costs and
attorney's fees, occasioned by or arising in any manner whatsoever, directly or indirectly, by
Cross Seminole Trail Use Agreement between
Seminole County / City of Winter Springs
Page 4 of 12
reason of COUNTY's use of' the Trail Segment including, but not limited to, COUNTY's
construction, repair, inspection, management, and maintenance of the Trail improvements on the
(it) In the event of any damages or injuries occurring upon the Trail Segment,
COUNTY shall immediately report the nature and extent of the damages or injuries to CITY.
Section 4. Indemnification.
(a) COUNTY expressly acknowledges and accepts its responsibility under applicable
law, and to the extent permitted by law, agrees to indemnify, defend and hold CITY harmless for
I
loss, damage, or injury to persons or property. arising Out of or resulting from COUNTY's
activities as described in this Agreement, unless such claire or demand arises out of or results from
the negligence of'CITY, its servants, agents, employees, or assigns. This provision is not to be
construed as a waiver by COUNTY of its sovereign immunity, except to the extent waived
pursuant to Section 768.28, Florida Statutes (2018), as this statute may be amended fforn time to
time. To the extent COUNTY has contract employees or agents performing any work on pursuant
to this Agreement, COUNTY shall ensure the contractor has CITY added as additional insured to
the contractor's insurance prior to the employee or agent performing any work pursuant to this
(b) CITY expressly acknowledges and accepts its responsibility under applicable law,
and to the extent permitted by law, agrees to indemnify, defend and hold COUNTY harmless for
loss, damage, or injury to persons or property. arising Out of or resulting from CITY's activities as
described in this Agreement, unless such claim or demand arises out of or results from the
negligence of COUNTY, its servants, agents, employees, or assigns. This provision is not to be
construed as a waiver by CITY of its sovereign immunity, except to the extent waived pursuant to
Cross Seminole Trail Use Agreement between
Seminole County 1/ City of Winter Springs
Page 5 of 12
Section 768.28, Florida Statutes (2018), as this statute may be amended from time to time. To the
extent CITY has contract employees or agents performing any work pursuant to this Agreement,
CITY shall ensure the contractor has COUNTY added as additional insured to the contractor's
insurance prior to the employee or agent performing any work pursuant to this Agreement.
(c) The principles of comparative negligence apply to loss, damage, or injury as
specified in subsections (a) and (b) above where the negligence of both CITY and COUNTY and
their respective servants., agents, employees, or assigns are involved.
(d) The parties further agree that nothing contained in this Agreement may be
construed or interpreted as denying to any party any remedy or defense available to such parties
under the laws of the State of Florida, nor as a waiver of sovereign immunity of COUNTY and
CITY beyond the waiver provided for in Section 768,28, Florida Statutes (2018). as this statute
may be amended from time to time.
(e) The waiver of any provision in this Agreement regarding insurance by either party
will not constitute the further waiver of this provision regarding indemnification or the waiver of
any other provision of this Agreement.
Section 5. Insurance.
(a) Each party shall maintain adequate insurance coverage to protect its own interests
and obligations under this Agreement.
(b) COUNTY shall require that all contractors ernploycd to perform the construction
or maintenance of the Trail Improvements are sufficiently insured and are liable for the payment
of reasonable compensation to CITY for the property of CITY that is damaged or destroyed during
the course of this construction or maintenance.
Cross Seminole Trail Use Agreement between
Seminole County 11 City of Winter Springs
Page 6 off 2
(c) CITY shall require that all contractors employed to perform the maintenance or
repair of CITY's utilities in the 'Frail Segment are sufficiently insured and are liable for the
payment of reasonable compensation to COUNTY for the property of COUNTY that is damaged
or destroyed during the Course of this construction or maintenance.
Section 6. Employee Status. Persons employed by CITY in the performance of
services and functions pursuant to this Agreement are deemed not to be the employees or agents
of COUNTY, nor do these employees have any claims to pensions, worker's compensation,
unemployment compensation, civil service, or other employee rights or privileges granted to
COUNTY's officers and employees either by operation of law or by COUNTY. Persons employed
by COUNTY in the performance of services and functions pursuant to this Agreement are deemed
not to be the employees or agents ofCITY, nor do these employees have any claims to pensions.,
worker's compensation, unemployment compensation. civil service, or other employee rights or
privileges granted to CITY's officers and employees either by operation of law or by CITY.
Section 7. Notice. Any notice delivered with respect to this Agreement Must be in
writing and will be deemed to be delivered (whether or not actually received) when (i) hand -
delivered to the persons designated below, or (ii) when deposited in the United States Mail, postage
prepaid, certified mail, return -receipt requested, addressed to the person at the address for the party
as set Forth below. or such other address or to such other person as the party may have specified
by written notice to the other party delivered according to this section:
As to COUNTY -
Leisure Services Department
Attn: Greenways and Natural Lands
100 East I st Street, 4th Floor
Sanford, Florida 32771
Cross Seminole Trail Use Agreement between
Seminole County 11 City of Winter Springs
Page 7 of 12
City of Winter Springs
Arm- City Manager
1126 East State Road 436
Winter Springs., Florida 32708
Section 8. Governing Law, Jurisdiction, and Venue. The laws of the State of
Florida govern the validity, enforcement, and interpretation of this Agreement. The sole
jurisdiction and venue for any legal action in connection with this Agreement will be in the courts
of Seminole County, Florida.
Section 9. Parties Bound, This Agreement is binding upon and inures to the benefit
of` CITY and COUNTY, and their successors and assigns.
Section 10. Conflict of Interest.
(a) The parties shall not engage in any action that would create a conflict of interest in
the performance of its obligations pursuant to this Agreement with the other party or that Would
violate or cause third parties to violate the provisions of Part III, Chapter 112. Florida Statutes
(2018). as this statute may be arnended from time to time, relating to ethics in government.
(b) Each party hereby certifies that no officer, agent, or employee of that party has any
material interest (as defined in Section 1123 12(l 5). Florida Statutes (2018), as this statute may be
amended from time to time, as over 5%) either directly or indirectly, in the business of the other
party to be conducted here, and that no such person will have any such interest at any time during
the term of this Agreement.
(c) Each party has the continuing duty to report to the other party any information that
indicates a possible violation of this Section.
Section 11. Dispute Resolution. Either party to this Agreement may notify the other
party that it wishes to commence formal dispute resolution with respect to any unresolved problem
Cross Seminole Trail Use Agreement between
Seminole County / City of'Winter Springs
Page 8 of 12
under this Agreement. The parties agree to submit the dispute to a Florida Certified Circuit Court
Civil Mediator for mediation, within sixty (60) days following the date ofthis notice. In the event
that any dispute cannot be resolved by mediation, it may be filed as a civil action in the Circuit
Court of the Eighteenth Judicial Circuit of Florida, in and for Seminole County, Florida, which, as
provided in Section 8 above, is the sole venue for any such civil action. The parties further agree
that any such action will be tried to the Court, and the parties hereby waive the right to jury trial
as to such action.
Section 12. Entire Agreement.
(a) It is understood and agreed that the entire agreement of the parties is contained in
this A-reement, which supersedes all oral agreements, negotiations, and previous agreements
between the parties relating to the subject matter ofthis Agreement.
(h) Any alterations, amendments., deletions, or waivers of the provisions of this
Agreement will be valid only when expressed in writing and duly signed by both parties, except
L_ - 9
as otherwise specifically provided in this Agreement.
Section 13, Assignment, This Agreement may not be assigned by either party without
the prior written approval of the other party.
Section 14. Severamility. If any provision ofthis Agreement or the application of this
I
Agreement to any pet -son or circumstance is held invalid, it is the intent of the parties that the
invalidity will not affect other provisions or applications ofthis Agreement that can be given effect
Without the invalid provision or application, and to this end the provisions of this Agreement are
declared severable,
Cross Seminole Trail Use Agreement between
Seminole County / ('fly of Winter Springs
Page 9 of' 12
Section 15. Public Records Law.
(a) CITY and COUNTY acknowledge each other's obligations under Article 1, Section
24, Florida Constitution and Chapter 119.. Florida Statutes (2018), as this statute may be amended
from time to time, to release public records to members of the public upon request. CITY and
COUNTY acknowledge each other is required to comply with Article 1, Section 24, Florida
Constitution and Chapter 1 19, Florida Statutes (2018). as this statute may be amended from time
to time, in the handling of the materials created under this Agreement and that this statute controls
over the terms ofthis Agreement.
(b) Failure to comply with this Section will be deemed a material breach of this
Agreement, for which the non -breaching party may terminate this Agreement immediately upon
v
written notice to the breaching party.
Section 16. Counterparts. This Agreement may be executed in any number or
=1
counterparts each of which, when executed and delivered, constitutes an original, but all
counterparts together constitute one and the same instrument.
Section 17. Headings and Captions. All headings and captions contained in this
Agreement are provided for convenience only, do not constitute a part ofthis Agreement., and may
not be used to define, describe, interpret, or construe any provision ofthis Agreement.
Section 18. Effective Date. The Effective Date ofthis Agreement will be the date when
the last party has properly executed this Agreement as determined by the date set forth immediately
below the respective signatures of the parties.
Section 19. Term. The term ofthis Agreement is twenty years from the Effective Date
and will automatically renew for another twenty-year term on each subsequent twentieth
anniversary of the Effective Date, Once the Cross Seminole Trail is constructed upon the Trail
Cross Seminole Trail Use Agreement between
Seminole County / City of Winter Springs
Page 10 of 12
Segment as intended by this Agreement, and the Trail Segment subsequently ceases to be used for
the Cross Seminole Trail, this Agreement may be terminated by either party by providing thirty.
(30) days written notice to the other party pursuant to Section 7 above. Upon termination of this
Agreement, COUNTY shall remove the Trail Improvements, unless upon request by COUNTY,
CITY authorizes, in writing, the Trail Improvements to be abandoned in place. If abandoned, the
Trail Improvements will become the property of CITY.
[Balance of this jotSfe inlenlional1j, blank: signafoij,, page continues on joage 12..J
Cross Seminole Trail Use Agreement between
Seminole County / City of Winter Springs
Page I I of 12
IN WITNESS NVIIEREOF. COUNTY and CITY have each caused this Agreement to he
C.V-'CUu,;d in thei;vwmes, by and tht-OL11,01 their duly aUthorized representatives.
Al
I Id-,11zo I.Liaces. City Clerk
Lor,L
For the rise and reliance of'
The City ol'Winter Springs only.
Np to fom ,,
rand legal
prov
o" I ,
SLIfit " 3)
Anthom, A. Garpnese. City ArtorneN
ATTEST:
CGJ, R A N OY
Clerk to the Board of
County Commissioners of
Seminole Count),, Florida.
For the use and reliance of'
Seminole County only.
Approved as to tlorrn and
le. -al SI,117116ency.
V,
Count%, Atrome-N,
CITY OF WINTER SPRINGS
Charles Lacey. MaVIO,
Date: -
m
BE
BOARD CSF COUNTY COMMISSIONERS
SEMINOLE COUINTY, FLORIDA
As authorized flor eXCCLItion, by the Board of'
COLIIIIy COIIIIIIiSSiOneoi at its <j4W11 <r
2019. regular meeting,
12/17/18
Attachment:
Exhibit -A"- Legal description and sketch
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Cross ScminokTrait (:.Ne A--reement between
semink)ILCount), , Ua , v of Wintel Springs
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